Legal

Master
Rights Administration Agreement

The following is the master rights administration agreement (the “Agreement”)
between
you
and Verge
Records International, Inc. dba “ONErpm” (“ONErpm”). Please read the Agreement
carefully as it is a binding contract between you and ONErpm.

You understand that by creating an account with ONErpm and/or
using the Services offered by ONErpm through the Site or with respect to your
ONErpm account, you agree to be bound by the terms set forth below. If you do
not accept this Agreement in its entirety, do not access or use the Services
offered by ONErpm. The “Effective Date” of this Agreement is the date on which
you first opt into or sign up for any of the Services provided by ONErpm or
submit Masters or Videos for exploitation or other use by ONErpm as authorized
hereunder.

1. Services.
ONErpm
distributes music and audiovisual recordings via the Internet through its
website(s) (the “Site(s)”), facilitates and manages the distribution and
exploitation of music and audiovisual recordings through third party Internet
retailers and platforms, including, without limitation, platforms and services
which may come into existence or be developed after the Effective Date (“Third
Party Platforms”), and provides other services regarding the use and exploitation
of music and audiovisual recordings for the purposes of selling and otherwise
exploiting music and audiovisual recordings (collectively, the “Service(s)”).
You own or otherwise control the rights to the master recordings
(individually and collectively, the "Masters"), audiovisual recordings
(individually and collectively, the “Videos”), intellectual property and other
materials submitted by you to ONErpm during the Term (the Masters, Videos,
Album Materials, and other materials submitted by you to ONErpm shall be
individually and collectively referred to herein at times as the “Content”).

2. Term. The term of this Agreement shall commence
as of theEffective Date and continue for successive, unlimited one (1)
month periods until terminated in accordance with the Agreement (the “Term”).
You shall have the right to terminate the Term by giving thirty (30) days prior
written notice to ONErpm, which termination will become effective at the end of
the current period. ONErpm shall have the right to terminate this Agreement at
any time, upon notice to you, effective immediately.

3. Territory. The territory of this Agreement will be the
universe, unless otherwise agreed to in writing by the
parties (the “Territory”).

4. Grant of Rights. You hereby grant to ONErpm
the following irrevocable, sub-licenseable rights throughout the Territory and
during the Term:

a. The right and license
to convert, digitize, encode, integrate, make, cause or otherwise reproduce the
Masters and the Videos in any digital or electronic format now known or
hereafter devised for the purposes of distributing, exploiting or using the
Masters and Videos as granted herein;

b. The exclusive right and
license to digitally distribute, reproduce, transmit, license, sell (including
without limitation via downloading, streaming, subscription services and
burning), advertise, publish, publicly perform, broadcast, and otherwise use
and exploit the Masters in any electronic or digital format now known or
hereafter devised during the Term to consumers throughout the Territory through
any platform or service, including, but not limited to, its Site(s) (“Direct
Distribution”) or the sites, platforms or services of the Third Party Platforms;

c. The exclusive right and
license to digitally distribute, reproduce, transmit, license, sell (including
without limitation via downloading, streaming, subscription services and
burning), advertise, publish, publicly perform, broadcast, and otherwise use and
exploit the Videos in any electronic or digital format now known or hereafter
devised during the Term to consumers throughout the Territory through any
platforms or services of the Third Party Platforms. Such rights shall include
the right to make, display, reproduce, and distribute video clips and/or
separate images (e.g., thumbnails) of video stills from the Videos in
connection with the promotion, advertising, and marketing of the Videos and the
Services;

d. The right and license to
stream and/or broadcast the Masters, whole or in part, on a gratis basis for
purposes of inducing users to download the Masters ("Preview Clips").
You agree that no royalties or payments (including, but not limited to, for the
use of the underlying musical compositions embodied in the Masters) shall
accrue or be payable with respect to any such gratis Preview Clip stream. For
the avoidance of doubt, the Preview Clip may be made available on the Site(s)
or any Third Party Site in such a manner so as to allow consumers to listen to
the Preview Clip but not download the Preview Clip;

e. The exclusive right and license to
exploit and administer the exploitation of audio, visual, and audiovisual
recordings and other content (“UGC”) embodying the Masters on the Internet, via
YouTube or otherwise including, without limitation, the management of YouTube’s
Content ID with respect to the Masters and such UGC, and the tracking,
monetizing, taking down or blocking of such UGC on the Internet (“Content ID”);

f. The non-exclusive right
and license to use in the Territory the approved name, likeness, and biography
of each artist whose performance is embodied in the Masters and Videos and the
approved album artwork, lyrics and liner notes relating to the Masters and
Videos (collectively the “Album Materials”) in connection with the exploitation,
sale, and distribution of the Masters and Videos hereunder and the advertising,
publicizing or promotion of the Masters and Videos in all configurations and by
any and all media, provided that (i) all materials provided by you to ONErpm
shall be deemed approved for purposes hereof, (ii) you
understand that credit may not be provided in connection with all uses of the
Masters and Videos hereunder and, (iii) you unconditionally waive, on behalf of
itself and all third parties having an ownership interest in the Masters and
Videos, any and all moral rights with respect to the right of attribution that you
may have in respect of the Masters and Videos to the extent permitted by
applicable law;

g. The right and license to
exploit the musical compositions embodied in the Masters and Videos to the
extent needed for ONErpm to exploit the rights granted to it hereunder. In the
event that you do not own or control such musical compositions, you shall obtain
licenses for such compositions pursuant to subsection 6(c) below; and

h. The non-exclusive right,
subject to your prior written approval in each instance (email being
sufficient),to license and cause others to license the use, exploitation,
and performance of the Masters and, to the extent owned or controlled by you,
the underlying musical compositions embodied therein, including, without
limitation, the synchronization of the Masters and such musical compositions (if
applicable) in connection with motion pictures, television programs,
advertisements, video games and any other audiovisual works, and to collect all
income related to any exploitation of the Masters and such musical compositions
(excluding public performance royalties) licensed by ONErpm (the
“Synchronization Rights”).

i. If
you opt into ONErpm’s Services with respect to Digital Performance Rights (as
defined below) administration via electronic mail or via the Site, the
exclusive right and license to: (i) register, on your behalf, with
SoundExchange and other similar organizations and licensing agencies which
collect Digital Performance Royalties (as defined below) in the Territory; (ii)
claim and collect, on your behalf, all Digital Performance Royalties and other
amounts owed to you for the exercise and exploitation of Digital Performance
Rights of the Masters; and (iii) otherwise exercise and exploit and allow
others to exercise and exploit, the Digital Performance Rights of the Masters
in any manner or media whether interactive or non-interactive, including,
without limitation, digitally performing and licensing others to digitally
perform the Masters publicly or privately, for profit or otherwise, by any
means or media whatsoever, whether now known or hereafter conceived or
developed. “Digital Performance Rights” means the rights to perform a
copyrighted work publicly by means of a digital audio transmission. “Digital
Performance Royalties” means public performance royalties (but specifically
excluding public performance royalties payable in connection with the
underlying musical compositions embodied on the Masers) payable to you as a
result of or in connection with the public performance of the Masters,
including, without limitation, those payable by SoundExchange, or by any other
person or entity that collects public performance royalties on behalf of sound
recording copyright owners;

j. If
you submit a YouTube channel to ONErpm to be administered by ONErpm or
otherwise opt into YouTube-related services provided by ONErpm, the exclusiveright to administer, collect all revenue, and exploit all rights to the
Videos, Masters, underlying musical compositions (if applicable), and all other
visual, audio, and audio-visual materials (collectively referred to herein as
“YouTube Content”) owned, created or submitted by you for uploading,
exploitation, and administration on the YouTube channel submitted by you to
ONErpm, including any directly related or affiliated channels (individually and
collectively, the “Channel”), including but not limited to, the exclusive right
to: (i) identify potential claims against any unauthorized individuals who are
using the YouTube Content on YouTube prior to or during the Term of this
Agreement without your specific authorization; (ii) claim and negotiate
settlements with such unauthorized persons on your behalf on terms and
conditions that ONErpm will elect in its sole discretion; (iii) negotiate and
grant on your behalf all the licenses and sub-licenses necessary for YouTube or
any affiliated Google service to carry out its services, which include but are
not limited to host, cache, route, index, transmit, store, copy, embed, stream,
perform, distribute, reproduce, display, reformat, synchronize (in timed
relation or otherwise), edit, modify, catalog, add metadata, add content ID
tags, sell advertising against, and otherwise exploit and make available the
YouTube Content on YouTube; (iv) include the YouTube Content and the Channel
within the network of YouTube channels owned or controlled by ONErpm; (v)
monetize the YouTube Content and the Channel by licensing the exploitation of
the YouTube Content and/or the Channel for distribution and exploitation on
YouTube; (vi) monetize the YouTube Content and the Channel by selling
advertising and sponsorships; (vii) procure, solicit, and arrange product,
brand, or services integrations in or in association with the YouTube Content
and/or the Channel (“Integrations”), subject to your approval; (viii) collect
any and all revenues generated by the Channel and/or YouTube Content from
YouTube and related services and Integrations; and (ix) access, manage and
administer the Channel for purposes of carrying out the services listed and
exercising the rights granted above, including but not limited to the
cross-promotion of the YouTube Content, the adding of links, product
placements, videos, images, annotations and other channels to YouTube Content
and to the Channel at ONErpm’s sole discretion and to promote and advertise the
YouTube Content and the Channel within YouTube and Google’s advertising
platforms (all rights granted under this subsection except Integrations shall
be referred to herein as the “YouTube Channel Admin Services”). For the
avoidance of doubt, such rights shall include the right to make, display,
reproduce, and distribute separate images (e.g., thumbnails) of video stills
from the YouTube Content in connection with the promotion, advertising, and
marketing of the Channel and YouTube Content and the Services. The Channel
shall be included exclusively in ONErpm’s network and all Channel views will
consequently be incorporated into ONErpm’s total network view count for
purposes of analytics and reporting systems. You agree not to disable any
features on the Channel that would interfere with ONErpm’s ability to carry out
these services and exercise the rights granted herein.

k. Unless otherwise
specifically specified herein, the foregoing grant of rights are exclusive
throughout the Territory during the Term such that you shall not grant the
rights granted to ONErpm hereunder to any third party for any purpose or
independently exploit the rights granted to ONErpm hereunder for any purpose
throughout the Territory during the Term. You acknowledge and agree that ONErpm may utilize
third parties to exercise the rights granted to it hereunder.

5. Reservation of Rights. ONErpm shall not
edit, remix, resequence or otherwise alter any Content delivered by you to
ONErpm in any manner, except as otherwise set forth herein or as expressly
elected, opted into or authorized by you. All rights not specifically granted
to ONErpm herein are expressly reserved for you.

6.
Your Obligations.

a. Upon the execution of this Agreement and throughout the
Term with respect to new Content distributed by ONErpm, you shall:

(i) deliver to
ONErpm the Masters and Videos in a digital or electronic format approved by
ONErpm or by any other format approved by ONErpm;

(ii) transfer to
ONErpm control over the management and administrative functions of the Channel;
provided that you shall retain all rights in, including ownership of and
absolute liability for, the YouTube Content and the Channel. ONErpm may remove
or may require you to remove any YouTube Content immediately upon a notice of
copyright violation, or violation of any party’s rights, or concern thereof, or
if such YouTube Content is in violation of the terms of this Agreement or
violates any laws, rules, or regulations, including ONErpm’s or YouTube’s (or
its parent company’s or affiliates’) terms, rules, policies, guidelines, or
other business interests, in such party’s sole and reasonable determination;

(iii) deliver to ONErpm all
release assets, including, but not limited to, the Content files and metadata,
high resolution Album Materials, credit information, marketing information, and
such other related information as may be required by ONErpm, prior to release
of the applicable Master and/or Video (recommended four weeks prior to
scheduled release date); and

(iv) not re-record or perform on
a recording of any of the musical compositions embodied in the Masters nor
remix or re-release any of the Masters, in whole or in part, unless such
recordings are released by ONErpm.

b. Some of the Services provided by ONErpm
may be subject to payment of a one-time, up-front fee by you to ONErpm. These
Services are optional to you, and you will be made aware of any required fees
prior to opting in to the applicable Service. All fees are due upon time of opt
in and payments shall be made via the Site.

c. You shall obtain and pay for any
necessary clearances and licenses in the Territory for all of the Content
(including, but not limited to, the musical compositions embodied in the
Masters and Videos, unless
otherwise handled and paid directly by the Third Party Platforms, which shall
be your responsibility to verify in writing). Accordingly, you shall be responsible for
and pay any and all royalties and other income due to artists, side artists,
producers, writers, publishers and other record royalty participants from sales
or other uses of the Masters and Videos, including but not limited to, all
mechanical royalties payable to writers and/or publishers of the copyrighted
musical compositions embodied in the Masters and Videos from sales or other
uses of the Masters and Videos, all payments that may be required under
collective bargaining agreements applicable to the Masters and Videos, and any
other royalties, fees, and or monies payable by you with respect to the
Content, unless you have verified in writing that the Third Party Platforms
have paid such royalties.

d. You shall register for an account with ONErpm through the
Site in order to receive amounts payable to you pursuant to section 7 below.

7. Payments.

a. In full consideration
of the rights granted to ONErpm hereunder, and conditioned upon your full and
faithful performance of all the terms and conditions hereof, you shall be
paid:

i. Eighty-Five
(85%) percent of Net Receipts resulting from the exploitations of the Masters
via Third Party Platforms and Direct Distribution (excluding, for the avoidance
of doubt, YouTube, Content ID, mobile stores, video stores, Integrations, and Synchronization
Rights);

ii. Seventy (70%) percent of Net
Receipts resulting from the administration and exploitation of the Masters via
mobile stores and from Content ID, the Videos via YouTube, and the YouTube
Channel Admin Services (excluding Integrations);

v. Fifty (50%)
percent of license fees (e.g., synchronization fees) received by ONErpm
directly in connection with and solely attributable to ONErpm’s exploitation of
the Synchronization Rights; and

vi. Fifty (50%) percent of Net Receipts generated
from Integrations.

b. “Net Receipts” shall be
understood to mean all monies actually received by or credited to ONErpm
directly attributable to the sale, license, exploitation or use of the Masters,
Videos, or Channel hereunder, as applicable, less any and all money transfer transaction
processing fees, applicable sales taxes and required tax withholding in
applicable territories, third party marketing costs directly attributable to
the marketing of the Masters, and union scale fees (where applicable).

c. Your Share of Net
Receipts shall be inclusive of, and you shall be solely responsible for the
payment of, all publishing, mechanical royalties, and other payments due to all
royalty participants associated with the Masters and Videos and the musical
compositions embodied therein unless otherwise paid directly by the Third Party
Platforms. You
shall be responsible for the payment of all taxes assessed to you with respect to the all income received by you
pursuant to this Agreement. ONErpm shall have the right to rely on
accounting, usage, and other statements received from ONErpm’s sublicensees
(including, but not limited to, YouTube Analytics) for all purposes hereunder.

d. ONErpm shall account to and pay your share of Net Receipts on an
approximately monthly basis. Payments will be made to you in USD via Paypal via
the Site, and you are required to have a Paypal account in order to withdraw
payments. Once you have initiated a withdrawal, it may take up to seven (7)
business days for funds to appear in your account. Any objection relating to
any accounting statement, or any lawsuit arising therefrom, must be made (and
any lawsuit commenced), no later than one (1) year after the date the statement
is rendered, and you hereby waive any longer statute of limitations that may be
permitted by law.

e. You agree that ONErpm
may freeze and withhold any and all revenues in your account that are received by
ONErpm in connection with Content that ONErpm believes, in its sole and
reasonable discretion, violates this Agreement or the Site Agreements (defined
below). If
ONErpm has a
good faith belief that such revenues are the result of fraud or infringement by you, then such revenues
shall be forfeited by you. To the extent any
fraudulent and/or infringing activities are determined to be caused by you or your
affiliates’ actions or omissions, any costs incurred by ONErpm (including legal
fees and expenses) in connection therewith may, in addition to other remedies,
be deducted by ONErpm from any monies otherwise payable to you hereunder. Certain
Third Party Platforms may also have policies related to fraud and suspected
fraudulent activities, and you agree that it is your responsibility to
investigate such policies, if any, and that such policies shall be binding upon
you.

8. Representations and Warranties; Indemnification.

a. You
represent and warrant that: (i) you have the right to enter into this Agreement
and to perform all of your obligations hereunder and grant the rights set forth
herein; (ii) you are, and can demonstrate to ONErpm’s full satisfaction that you
are the owner of or otherwise control or have obtained the rights and licenses
to the Masters and Videos, the underlying musical compositions embodied
therein, and the Album Materials in order for ONErpm to exploit the rights
granted to it hereunder; (iii) you shall not grant and have not granted to any
third party any rights that are inconsistent with the rights granted to ONErpm
hereunder; (iv) you shall be solely responsible for the payment of any
royalties or other payments to any third parties that may become due as a
result of ONErpm’s exercise of its rights hereunder, including, without
limitation, to any performing rights organizations, writers, co-writers,
producers, performers, and third party royalty participants; (v) the Content
(including, without limitation, the Masters, Videos, Album Materials, YouTube
Content, and any underlying musical compositions embodied therein) or any other
materials furnished by you to ONErpm and ONErpm’s exercise of the rights
granted hereunder, shall not infringe upon any other material, or violate or
infringe upon any common law or statutory rights, including but not limited to
copyright, trademark rights, and rights of privacy and publicity, of any third
party; and (vi) you knows of no material
claims, nor basis for such claims, which may affect the ownership or validity
of the Content.

b. You agree to indemnify, defend, and
hold ONErpm, its affiliates, assigns, sub-distributors and licensees and their directors,
officers, shareholders, agents, employees harmless from and against all third
party claims and resulting damages, liabilities, losses, costs and expenses,
including, without limitation, reasonable attorneys’ fees and court costs,
arising out of or connected with any breach or alleged breach by you of any
warranty, representation or agreement made herein or pertaining to any act,
error, or omission committed by you or any person or entity acting on your
behalf or under your direction or control. In the event that a claim is made
or an action is commenced, ONErpm shall have the right to withhold payment of
any and all monies due to you hereunder in reasonable amounts related to such
claim or action pending the disposition thereof.

c. You agree to be bound by the Terms of Use, Privacy Policy, and other
agreements entered into by you on the Site (the “Site Agreements”) located on
the website onerpm.com (the “Site”), as the same are amended or updated from
time to time on the Site, which are incorporated herein by reference. To the
extent the terms of the Site Agreements conflict with this Agreement, the terms
of this Agreement shall govern. You further agrees to be bound by the Third
Party Platforms’ terms of use, privacy policies and related agreements (the “Third
Party Platform Agreements”) as they pertain to you, the use of YouTube’s or the
Third Party Platforms’ services, the Content, and the rights granted hereunder.

d. Nothing in this Agreement
shall obligate ONErpm to distribute, reproduce, exploit, or otherwise use any
of the Masters, Videos, or other Content, all of which shall be in ONErpm’s
sole discretion. ONErpm may choose to not provide, or cease to provide, any
Services, with respect to any Master and/or Video in its sole discretion,
including, without limitation, due to poor recording quality or hateful,
obscene or inappropriate content. Without limiting the foregoing, ONErpm shall have the unilateral right
to remove any Content or other materials from the Site and Services that it
deems, in its sole discretion, to violate the Site Agreements, the Third Party
Platform Agreements, or the terms and conditions of this Agreement.

9. Limitation of Liability. ONERPM'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY ONERPM TO YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE DATE OF THE BREACH OR ALLEGED BREACH BY ONERPM OF THIS AGREEMENT
GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL ONERPM BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR
PUNITARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST DATA ARISING FROM
OR IN CONNECTION WITH THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION
WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF
ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE AGREEMENTS MADE IN THIS SECTION
REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT EACH PARTY WOULD NOT ENTER
INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

10. Miscellaneous.

a. This Agreement contains the entire understanding and agreement between
the parties with respect to the matters referred to herein and may only be
modified by a writing electronically accepted and/or signed by the parties.
This Agreement supersedes any other prior or contemporaneous agreements,
whether written or oral, with respect to the subject matter hereof.

b. If any
provision of this Agreement is found by any court of competent jurisdiction to
be unenforceable or invalid, or if compliance with any provision in this
Agreement is consistent with any court order imposed directly on a party to
this Agreement, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement will otherwise remain in full force and
effect and remain enforceable between the parties.

c. As a condition precedent to any assertion by you that ONErpm is in
default in performing any obligation contained herein or otherwise in breach of
this Agreement, you shall give ONErpm detailed written notice of such default
or breach, and ONErpm shall be allowed a period of thirty (30) days after
receipt of such written notice within which to cure such alleged default or
breach. No default or breach by ONErpm will be deemed to be incurable. The
failure of either party to act in the event of a breach of this Agreement by
the other will not be deemed a waiver of such breach or a waiver of future
breaches.

d. The
parties agree and acknowledge that the relationship between the parties is that
of independent contractors. This Agreement shall not be deemed to create a
partnership or joint venture, and neither party is the other's agent, partner,
employee, or representative.

e. ONErpm will have the right to assign this Agreement to any affiliate or
successor of ONErpm. You acknowledge and agree that neither this Agreement nor
any right or interest hereunder may be assigned or transferred by you without
the express written consent of ONErpm.

f. All notices hereunder shall be sent in writing via electronic mail. If
ONErpm provides notice to you, ONErpm will use the contact information provided
by you upon registration with ONErpm or as updated by you, or, in the absence
of a valid electronic mail address, via any other method ONErpm may elect in
its sole discretion, including, but not limited to, via posting to your account
on the Site. All notices to ONErpm shall be sent to support@ONErpm.com. All notices
will be deemed received: (i) 24 hours after the electronic mail message was
sent, if no “system error” or other notice of non-delivery is generated or (ii)
upon posting if by other electronic means, if permitted. If applicable law
requires that a given communication be “in writing,” you agree that email
communication will satisfy this requirement.

g. Those provisions of
this Agreement, which by their nature should survive expiration or termination
of the Term, including without limitation the relevant provisions of sections
8, 9, and 10, will survive any expiration or termination of this Agreement.

h. This
Agreement shall be deemed to have been made in the State of New York, and it’s
validity, construction, performance and breach shall be governed by the laws of
the State of the New York, without regard to its conflict of laws provisions.

i. All actions or proceedings seeking the interpretation or enforcement of
this Agreement shall be submitted for final binding arbitration under the
commercial rules then pertaining of the American Arbitration Association in New
York City. Any such action or proceeding shall be arbitrated on an individual
basis and shall not be consolidated in any arbitration with any claim,
controversy, action or proceeding of any other party. In the event of a claim
or dispute, your sole remedy shall be limited to their remedy at law for
damages, if any, and you shall not have the right to in any way enjoin or
restrain ONErpm’s Site, Services or other activities.

You acknowledge that you have been advised to
seek independent legal and business counsel with respect to this Agreement and
that you have either sought and obtained such counsel or deliberately refrained
from doing so. This Agreement shall be deemed to be jointly
drafted by the parties and may not be construed against any party by reason of
its preparation or word processing.